


Hearts of The Rising Sun

by Mr_MINUS32



Series: Minus [18]
Category: Inspector Gadget (Cartoon)
Genre: Blow Jobs, Childhood Friends, Clothed Sex, Come Eating, Come Swallowing, Come Swapping, Confessions, Consensual, Consensual Underage Sex, Creampie, Crushes, Cuddling & Snuggling, Cunnilingus, Deflowering, Developing Friendships, Developing Relationship, Explicit Sexual Content, F/F, Facials, Falling In Love, Female Ejaculation, Finger Sucking, First Liss, First Time, First Time Blow Jobs, Flat Chested, Flirting, Fluff, Fluff and Smut, French Kissing, Friends to Lovers, Friendship, Futanari, Girl On Girl, Girls Kissing, Hands, Interracial Sex, Kids, Kissing, Lesbian, Lesbian Character, Lesbian Sex, Licking, Loss of Virginity, Love, Love Confession, Making Out, Masturbation, Multiple Orgasms, Multiple Sex Positions, Mutual Masturbation, Neck Kissing, Neck Licking, Nipple Licking, Oral, Oral Sex, Orgasm, Penis In Vagina Sex, Post-Coital Cuddling, Scissoring, Sex, Sex Toys, Sexual Content, Smut, Stomach Bulge, Strap-Ons, Tongue Fucking, Underage - Freeform, Underage Kissing, Underage Masturbation, Underage Sex, Vaginal, Vaginal Fingering, Vaginal Gaping, Vaginal Sex, Virginity, Young Love, come oozing, friends - Freeform, tongue, virgin
Language: English
Status: Completed
Published: 2020-08-18
Updated: 2020-08-18
Packaged: 2021-03-05 23:35:23
Rating: Explicit
Warnings: Underage
Chapters: 1
Words: 14,978
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25973749
Author URL: https://archiveofourown.org/users/Mr_MINUS32/pseuds/Mr_MINUS32
Summary: Penny visits her friend Atsuko in Japan again. Not long after arriving she realizes that their close friendship may actually be something deeper.
Relationships: Atsuko/Penny (Inspector Gadget)
Series: Minus [18]
Series URL: https://archiveofourown.org/series/1314992
Comments: 7
Kudos: 10





	Hearts of The Rising Sun

**Author's Note:**

  * For [Tophzula5](https://archiveofourown.org/users/Tophzula5/gifts).



After teaming with her Japanese counterpart Atsuko to foil the plans and partnership of Dr. Claw & Iji-Waruda-san, Penny says goodbye to what she knows will be a lifelong friend. Once back in the states Penny, Brain, & her goofy Uncle Gadget return to their somewhat everyday lives. In fact the same day they get back, it's no surprise when the Chief pops up in their kitchen. Gadget walks into the kitchen with Penny & Brain laughing close behind him.

"You're so funny uncle Gadget."

"What'd I say?"

Gadget goes to the refrigerator opening up the freezer door. He's taken a back but with a smile he tips his hat seeing Chief Quimby bunched up in the freezer covered in ice shivering.

"Glll, dddaaddd... gllad you ma ma, made it Gadget. Here's, ya ya ya, your assignment..."

Chief Quimby barely can get the message to him. But he does & Gadget takes it from him giving it a quick look over.

"Unknown assailants planning on stealing the Toph Zule diamond from the archaeological museum exhibit. Dr. Claw involvement suspected. Must evaluate the threat and keep the area & gem safe. This message will self destruct..."

Gadget solutes the Chief after reading the note.

"Don't worry Chief. I am always on duty. Evil never takes a holiday & I'll never shall I."

He is ready to leave right away but looks around.

"Penny."

"Yes uncle?"

"Where's the trash?"

"It's Tuesday. The garbage truck came earlier and took it."

"Hmm. Alright then. Chief, littering is a lesser evil, but one all the same. I'll leave you to deal with this."

Gadget balls up the paper up and places it in the freezer before closing the door.

"Noooo!"

"Go-Go Gadget Skates."

Gadget's feet spring a pair of roller skates from the bottom of his feet.

"It looks like we're out of frozen vegetables and a few other things. Could you go grab some things from the grocery store?"

"Of course."

"I may be a little late for dinner."

He then skates past Penny and Brain.

"Brain. Dr. Claw might still be in Japan, but he could actually be back already. Keep an eye on him while he's at the museum will you."

Brain sighs but with a salute he agrees and runs off after him. A second later the house shakes as an explosion goes off behind her. Penny turns around having forgotten Chief Quimby was in the freezer.

"Chief! Are you okay?"

She runs over to the refrigerator while grabbing a chair from the table. She opens the freezer as black & gray smoke billows out. He coughs out shaking off layers of ash from his face.

"Sorry about that Chief."

"Ugh... Why do I put up with him?"

Penny giggles. With a little struggle she helps him out of the freezer and he takes his leave. After that she brings the trash can back to the side of the house. Now alone in the house, Penny heads to her bedroom. On her bed sits her two travel bags. She takes out the last shirt from the first bag and places it in her dresser. Moving to the second bag she pulls out a pair of pants but notices something. Upon lifting the pants out of the duffle bag a small piece of white paper falls out onto her bed.

"Huh. What's this?"

She places the pants down to pick up the paper.

"Kon'nichiwa Penny-san. I hope you do not mind. I hid this not in your bag before you left. It seemed there wasn't enough time for me to truly say that I had the most wonderful time when you and your uncle visited. You are one of the smartest, bravest, & selfless people I have ever met. I consider it a great honor that I have met someone like you and can call you friend. I hope that you return to Japan soon as I really wish to see you again. Your tomodachi, Atsuko."

The young girl giggles feeling giddy over the message

"That's so sweet Atsuko. I can't wait to see you too."

Penny finishes unpacking her second bag before she then leaves for the grocery store. And for the next three weeks everything gets back into their ordinary stride. It wasn't long before Dr. Claw returned and was up to his old evil deeds. With Penny aiding in anyway she can while Brain does his best to keep Gadget safe. There's hardly a day that doesn't come with some excitement with Uncle Gadget.

However every time she would help take down Claw, Penny would think back to when she & Atsuko took down him & Waruda. Something else that didn't help were the letters back and forth with the long-distance friends. The latest one telling Penny of how she was able to stop Waruda and his Samurai Agents from trying to literally steal the largest bank in Japan.

Despite the constant letters and even the two both coming up with a video phone to speak face to face, it's no real substitute for in-person interaction. This leads to Penny & her uncle setting up for her to visit her friend. A little over a month after leaving Japan, Penny is taken to the airport for a welcome return.

"Alright now Penny are you going to be fine from here?"

"I'll be fine uncle."

"Well are you sure you don't want to bring Brain. I'm sure he'd love to visit Japan with you."

"I don't know. I think he's seen enough of Japan."

Brain sitting behind Gadget gives her a wink making her laugh.

"Besides, I think he should stay with you."

"Now Penny. It can be very dangerous for a dog to get involved with criminal activity. Especially with MAD."

"Don't worry uncle Gadget. Brain would never think of getting involved with police business. Plus he can take care of himself. He can help take care of the house when you're out stopping Dr. Claw."

"I suppose you're right. Well okay. I guess I'll see you in a week then Penny."

"Goodbye uncle"

Penny gives both Gadget & Brain a kiss goodbye.

"Be careful Brain and keep an eye on him."

Brain nods as she pulls back.

"And be careful uncle Gadget. I don't want to see you get hurt."

"Don't worry Penny. I'll keep an extra eye out for any MAD agents. You don't have to worry about a thing."

The two wave as Penny returns it while she's walking off. Boarding the plane Penny takes her seat by the window. The venture begins soon after with the plane going airborne. She looks out of the window down below to see a massive digital LED board.

MISS YOU ALREADY PENNY

The message is nice to see. And seeing Penny smiling and waving to him through his binoculars is equally pleasing. Once the plane has started to shrink in the distance he retracts his binoculars back under his hat & the LED board into his jacket. A little over 10 hours later Penny is able to look out the window again to look over the familiar land. The landing is easy and upon exiting the plane, Penny discovers her friend Atsuko waiting patiently for her.

"Atsuko."

Penny runs over jumping into her friend's arms.

"Penny. You're finally here."

"It's so good to see you. It feels like it's been forever."

"Indeed. I missed too."

"How've you been?"

"Excellent. It's been very busy."

"Has Waruda been up to a lot lately."

"Nothing that I cannot handle. Your tips for dealing with MAD have been insurmountable."

"I'm glad I could help. But you helped us out of a couple jams too. I know Brain would be upset if I didn't thank you on his behalf for your biofeedback actuator. He's really been able to keep my uncle safe."

"You are very welcome. Shall we go?"

"Let's. I've been waiting for so long to come back."

Atsuko giggles, happy by Penny's claim.

"I am glad you're here as well. I was considering visiting you & your uncle."

"You should. It'd be incredible if you came to America. And speaking of uncles, how's yours?"

"My uncle is fine. He is busy as usual. There isn't too much that slips by him lately."

"How are things with You-Know-Who? He still hasn't helped you."

"While my uncle may avoid him, I will not. But I do love him. And if he wishes not to involve himself with him, then I shall take his place."

The girls make their way to the front entrance of the airport. The two head straight to Atsuko's home so that Penny can drop off her things. But then they spend the rest of the day going about the city sightseeing. Penny could wait to see her friend and more of Japan so Atsuko was more than happy to show her everything she enjoys.

One of the first things she wanted to see that she hadn't gotten the chance to visit was Mt. Fuji. Without having to worry about Waruda & MAD this time around, they could truly enjoy spending time together. Penny & Atsuko spend nearly three whole hours at the mountain before heading off to another location. Something on their collective minds after the first destination on their trip was getting something to eat.

Penny was excited to taste a variety of foods that she couldn't readily be exposed to in the states. Though she drew the line at certain delicacies. Atsuko had a bit of a laugh when Penny saw one man eating an octopus. She squirmed in her seat for minutes on end imagining eating something so squishy & squirmy that wasn't served with sauce & meatballs.

Another stop to fill them up but was more of a indulgence than a need for sustenance. Atsuko quickly introduced Penny to the glorious & colorful world of Japanese candy and all of the amazing flavors they had to offer. Even with her guide & leaving the store having tasted a wide assortment of sweets & treats. Penny was amazed at the astonishment that she barely tried half of them and there were so many others. It was a good thing she would be here for a while, plenty of time to try more.

And the fun only continued on from there. The day passed in a rush of small talk, laughter, & pure merriment. They ignored the slight soreness in their feet from being on & off again on their feet. Before long it was starting to get late. The sun had begun & nearly finished it's descent over the skyline. The two found themselves in a particular part of town the Atsuko knew all too well and decided she could show Penny one final thing before they would make their way back to her home.

"Penny, this way."

She followed behind her friend. She led her two more blocks until the blonde child saw where they were going. With a man dressed in a familiar uniform stationed by the front door she was sure they were at a police station.

"It's a Koban."

"Very good. You've been practicing your Japanese."

"A little. I'm getting better at it somewhat."

"Don't be so modest. I am impressed. This is where my uncle is stationed."

They enter the police station passing by several officers along the way. Atsuko seemingly knows most of the officers there as she greets them & they greet her in return by their first names. In the heart of the koban, Atsuko & Penny find her uncle in the midst of a phone call.

"That's what I said isn't it. Well of course. Okay. You keep an eye out there and I want every last bit of info you get when you get it."

He brings the phone down with a huff brimming from his frustration. That's when he notices the two young girls.

"Atsuko, what are you doing here. I told you the precinct is no place for children. And who is your friend?"

"Uncle, this is Penny. My friend I've told you about. The one who was coming to stay with us for a little."

"Oh, right. Sorry, I forgot."

She chuckles under her hand.

"You would forget to eat if I didn't remind you."

"Crime doesn't take a break, so neither can I. Somebodies gotta do it."

He stands up giving his large stomach a few pats.

"But I don't think I have to worry about going hungry."

He walks over and formally greets Penny with a handshake before the two bow before each other.

"Forgive any informal behavior on my part Ms. Penny."

"Please, it's okay. I can see you're busy."

"No excuse for being impolite. How are you enjoying your trip so far Penny?"

"It's absolutely wonderful. Atsuko is an amazing guide. We've been all over the city and there's still so much more we'd love to see together."

"That sounds fantastic. Maybe when I'm not so busy I can help show you around as well. This old dog has a way of sniffing out some of the best secrets this great city has to offer.

"I would love that."

"Now what can I do for you two?"

"I wanted to introduce you two. Penny & I were about to return home."

"That's good. It might get dangerous if you stay out too late."

"We won't. I also wanted to bring you something to eat, in case you had to stay in later than you expected."

Atsuko pulls out a cloth wrapped bento box.

"Ah, thank you Atsuko. What is it this time?"

"I made you some teriyaki & rice, plus some veggies."

"No pasta?"

"Uncle, you eat too much of that. You have to take in less calories & carbohydrates. So no fussing back."

He sighs and places the box on the edge of the desk.

"Fine, fine. I appreciate you looking out for my health."

"Good. Will you be back late."

"Afraid so. We've got a lot of things to do so. I should be back sometime around midnight or so."

"Okay."

"Be safe on your way back."

"We will, goodbye uncle."

"Bye."

With friendly waves they leave Atsuko's uncle and the precinct. About half an hour later the girls made it back to the house. Following a lot of walking they're finally able to take a break and relax despite enjoying all of their time in the city. Atsuko makes a pop of tea for them as well as retrieving some leftovers of what she prepared for her uncle. They sit down on the porch watching the sunset while enjoying their meal. After they finish eating they decide they'd stay out and watch until the sun fully disappears over the skyline of the city.

"Today was incredible."

"Indeed. I kind of wish you'd visited sooner."

"Me too. I can't believe I didn't come sooner. If I had known it would have been so great I would have tried to visit sooner."

"I would certainly love it if you visited again as well. And I would be able to visit you too."

"Then I could be your guide and show you some American sights."

"I would love that very much."

The conversation goes a bit quiet with Penny & Atsuko getting swept up in watching the sun gradually sink behind the sun. The sight of it sets the mood and with Atsuko and Penny only being around a foot away from one another, the two lean back and place their hands down to their sides for support. The distance allows for Atsuko's hand having come down first to be present for Penny's who's lands on her. A small gasp of shock escapes their mouths but they feel fine realizing what they're touching.

In fact they are okay with it and their hands come together fully with fingers intertwined. Neither is sure why they start feeling different but they don't want it to stop. Penny makes a move guided by her current feelings and scoots closer to Atsuko. Now they're close enough that their arms are touching together and with their arms crossed they rest their held hands on their legs. For several minutes they watch in silence until the sun is fully gone and just the orange glow faintly lingers on the skyline while the rest of the sky descends into a dark shade.

"Wow... I haven't watched a sunset in forever."

Penny turns her head smiling almost from ear to ear. Atsuko is the same if a bit more aware. Her eyes stare deeply into her friends and her head tilts to the side.

"What's wrong?"

Atsuko doesn't respond with words but with an action she wasn't sure if she should do but knows it's what she felt was right to do. The young girl rushes in and her lips meet with Penny's. Penny's eyes remain open in total amazement that Atsuko has kissed her. And as she starts to realize how much she's enjoying the kiss her eyes naturally close shut. Their kiss lasts for a few seconds before Atsuko pulls away.

"...Why did you do that?"

"...I don't ...It just felt right."

"I mean stop."

Atsuko giggles right before Penny goes in and kisses her back.

"That was actually really nice Atsuko."

"I agree. But why did you stop this time?

The two smile and lean back in. Their small lips are hard pressed together as the two slowly begin to make out. It may have followed each of their first kiss but they know enough about it respectively that when it comes to them making out they transition into it well. With one of their hands already held against the others, Penny brings her left hand over to find Atsuko has already had that though and her hand grabs Penny's.

The kissing goes on for what thankfully feels like hours. Neither cared for much else but falling into the further feeling of their first make out session. They only come apart for a brief to smile and reposition themselves before they're back at it. The girls sit on their knees facing each other. This time though their hands separate. Atsuko's placed on the other girl's slender hips while Penny's arms are hooked under Atsuko's with her hands on her shoulders. Each of them pulls the other towards their body.

Soon after their curious hand begins to explore beyond their initial touch. Penny rubs her hands up and down Atsuko's back. The feel of the silk kimono on her fingertips felt good. But not as good as when she felt one of Atsuko's hands run up the nape of her neck and fingers start to comb through her blonde hair. And then there was her other hand which was not lightly squeezing at her right butt cheek.

Penny lightly hummed into Atsuko's mouth upon her grip getting slightly tighter. The cute asian girl picked up on her audible cue. She squeezed even harder and got the louder moan she expected. Drool began to slip from their mouths and down each of their chins as the once innocent kiss has heated up into a passionate bout of tongues exploring the other's mouth. Both Penny and Atsuko used their pink organ to invade their mouths, licking at the others teeth and gums, running it across the floor and roof of their mouths, and of course lashing back and forth with the other tongue often in the way.

The young cuties come apart with a strand of their saliva hanging between their lips. Their breathing is labored in response to such a wild new experience. They loved kissing and wanted to do it again constantly. Seeing the other with spit dripping from their bottom lip and chin they laugh.

"Yeah... wow."

"Huh?"

"I'm glad you didn't stop so soon this time."

"So we should continue..."

Atsuko slips her arms free letting her kimono drape around her waist. Beneath it Penny looks upon her friend wearing a tight fitting cloth tied up behind her neck. Bringing her hands to her hips and soon her back with them meeting for another kiss she can feel the upper garment is backless. It descends down Atsuko's bareback stopping inches shy of the curve of her back leading to her butt. Penny lets out a breath and tenses up at the fact that her hand continued down her supple back until she had a handful of Atsuko's ass. She then let out a moan in response to Atsuko squeezing hers even further and adding to her pleasure by sucking on her neck. Her tongue joins in squirming across her now goosebump riddled skin.

"Atsuko... Atsuko..."

She pulls her head up from Penny's neck never slowing her mouth as she works her way up to her mouth. Once she's kissing her again Penny loses her train of thought momentarily.

"Atsuko..."

"Yes, Penny?"

"What are you doing?

"Kissing you."

And as she says she does. Penny lets her kiss her lips and doesn't cross when their tongues get primarily involved. The blonde fights the urge to continue and is able to pull her lips from Atsuko's.

"Do you want me to stop?"

"...No, but. I wonder... I was wondering..."

Atsuko kisses her again giving Penny's trembling bottom lip a peck while staring into her light blue eyes.

"What, what are we doing?"

"...Having fun."

Penny is the one to initiate another kiss this time which Atsuko needs no thought for to reciprocate.

"But, but... this is, isn't..."

Atsuko moves back to Penny's neck. The blonde lifting her head despite her seemingly protesting. A flurry of sweet kisses descending to her collarbone. Penny closes her eyes and sucks in through her teeth at another squeeze from behind.

"Does it feel fun?"

"Yes."

Atsuko moves beyond with skillful and nimble digits. Penny moans out at the bliss she's experiencing almost totally oblivious that her friend had unhooked the two buttons on her blouse. The single shoulder garment falls to her waist revealing her baby blue training bra.

"Are you having fun?"

"Ahhngghh!"

Penny keeps her mouth hung open feeling her developing breasts pinched through the thin cloth.

"Yes! Yes... Ahhh."

"Then let's have fun."

Atsuko kisses Penny again and she follows her being led to her back. Her hands cling to the dark haired girl's back while she mounts her. She leans in continuing their kissing. Her flat chest rubbing against Penny's as she moves up and down feeling every moan & whimper that escapes Penny's mouth. With the top position she places her right leg between the other girls using it to rub against the youth's crotch.

Penny breaks away moaning out in lust in response to her virgin slit truly being stimulated for the first time in her life. Atsuko relishes seeing Penny tossing and turning under her. But she's not absent from the feeling. A wave of pleasure hits Penny, one too great that to passively endure and her legs shoot up. One of which hits Atsuko's crotch and sends a bit of pleasure her way as well.

Waiting for the sudden thrill to pass Atsuko descends back on Penny, kissing, licking, & squeezing every inch of the girl's body while keeping her motioning against Penny's crotch consistent. A long series of coos & moans float off the porch under the darkening sky. Before long Penny is begging for Atsuko to go further. So she indulges the blonde's pleas for pleasure.

Penny's hands tightly grips Atsuko's shoulders riding out the newest incoming rush of stimulus. The more experienced of the two girls sinks between lesser's legs, her tongue gliding up the cameltoe of her matching colored panties. The soft cotton material having already started soaking through from Penny's arousal darkens even further with the Japanese girl's saliva joining the mix.

Penny grows louder with the other girl's tongue lapping at her privates. It also only makes her juices flow from her steadier. Her own hands move from Atsuko so she can pinch her own nipples through her training bra the way she had done earlier. The pleasure increasing makes it impossible for her not to crave more. But the fact that she wanted more scared & excited her. A pool of Penny's slick & Atsuko's saliva began to pool under the blonde's rear which the latter saw and knew her friend was far more into it than she envisioned.

"You're so wet Penny. It's so cute to see you dripping like this."

Atsuko slips two of her fingers under the pair of soaking panties pulling them to the side exposing Penny's plump slit. Penny was hot before but against the cooling evening air Atsuko felt the heat truly radiate from her sex.

"There. Now I can see & taste you too."

Atsuko got a glimpse of her taste through her panties but now they were no longer in the way & her slit was just waiting for her tongue to return. The dark haired pre-teen gleefully started to dine on Penny's pussy. The flavor of her oozing sex unhindered was sweet. Her tastebuds were overwhelmed by the clear liquid. She'd been thinking, dreaming about tasting Penny for weeks and now her tongue had the honor of tracing each and every inch of her delicious pussy.

Her excellent tonguing went on forever or so it felt. Penny lost count of how many times her moans escaped despite her best efforts, how many times she screamed & cried Atsuko's name. Her back arches to a wave of pleasure jolting up her spine covering her body in goosebumps. She sucks in a shallow break as her toes curl & she tosses on her back.

"Atsuko."

She slurps another portion of Penny's juices leaving two thick and a thinner strands of nectar dangling from her grin. With a giggle she looks at Penny who's confused & aroused to her pinnacle.

"Just let it happen Penny-san."

With those last words Atsuko disappears behind Penny's crotch and the overwhelming tingling are rushing through her again. With each pass of her tongue Penny is edging closer and closer to her end. Her head is back on the wooden surface of the porch while her back arches lifting from it. As much as she fights the gnawing urge growing, she can't help but give in to it little by little. All of her fight vanishes in an instant however in the wake of her first orgasm. Like never before a tremendous series of waves crash into her being from the heat that'd been growing since Atsuko first kissed her. Her body spasmed between the porch floor & Atsuko's hungry tongue. Screams of praise burst free & filled the silent view of the city.

Following the intense and vocal orgasm came a deafening calm. Penny lay before her provider melting into a heep of euphoria & sweat. Atsuko watches with delight at the afterglow of Penny's orgasm. The blonde girl spread eagle is panting as she slowly comes down from the heights she reached. For the spectical Atsuko leaves a trail of kisses from her sex up to her neck and stopping on her lips.

"How was your first orgasm?"

"...Better than anything I ever felt."

She giggles hearing it. The sweet sound of her laughter makes Penny chuckle out as well. Their glee is silenced with more kissing to celebrate.

"I'm glad."

"How could you tell it was my first."

"You orgasm like it was the first. Besides, I didn't expect that you masturbated either."

"So it'd likely be my, huh."

"Precisely."

"I like your detective work? Maybe you can become a police detective like your uncle."

"Would you like another?"

"I think I'd like that even more."

"Perfect."

"But wait, what about you Atsuko?"

"We will pleasure each other."

Without much of a word after the two strip one another down. Penny easily sheds her friend's kimono as well as reaching behind her neck & untying the knotted garment. Atsuko repays her kindness with a long passionate kiss that almost causes Penny to forgo the knot entirely after her fingers fumble for a second too long. Though she successfully unties it & it too falls to the porch leaving Atsuko sitting on her knees in just a pair of yellow anime themed panties with a cute bear on the front. The light color stood out in a perfect contrast to her darker skin tone.

Then it was Penny's turn. Atsuko had already done a fair job at already stripping Penny from the start but now she had no reason to distinguish her intentions. She grabbed the blouse at Penny's waist. To aid her she lifts her arms straight up allowing for the Japanese girl to pull it right off. Still close, Penny returns the gesture and kisses Atsuko. Finishing off she grabs her jean skirt & lifts it up over her head as well, so far it's done nothing to keep her from getting at Penny's girlhood. Now down to her baby blue underwear & Atsuko her yellow panties the two embrace again. Hands rubbing & enjoying the feel of the other's form while they kiss & delve deep into their mouths with their eager tongues.

Penny being at a skill disadvantage in kissing, Atsuko soon takes almost full control in a dominant stance standing up higher on her knees giving her the higher ground. The kiss goes on for a little but by the time the two have gone from caressing the other's slender features to simply grabbing at their small but plump asses they know they're so ready for greater things to come.

Still in control, Atsuko guides her juvenile partner through their crash course. She pushes her down onto her rear and spreads her legs. The wetness of her crotch has expanded since she licked her to a wonderful end minutes prior. Not almost the entire front of Penny's panties were soaking wet with some of her juices trickling down her inner thighs. Atsuko was no different, her cunny was sopping wet & while not as soaked at the blonde, her heat was dripping and flowing past her undies.

The slick wetness made the perfect substance to make the cloth cling to the skin. Each of their slits were on full display. Camletoes leaving little to the imagination of the sex beneath. Their natural lubrication and a bit of saliva in Penny's case also made the experiment Atsuko had in mind far easier. She wanted her slit against Penny's as they brought each other to a climax, but she would be here for a while. Plenty of time for a bare scissoring. Now the thought of grinding her clothed sex against Penny's was too good to pass on.

Atsuko all but slammed their sexes together making them both let out a sultry moan. It was little compared to the devilish sounds the two would let out after she began to grind their slits together. For a good while the dark haired girl remained the aggressor in their sexual exchange. The pleasure of their covered sexes rubbing together as more and more juices leaked from them was intoxicating in such a way that Penny would have been more than happy to let her do all of the work. That is however not the case. Gyrating her own hips and meeting Atsuko's thrusting hips with her own only seemed to double the pleasure coursing through her nether region.

The heat that had grown to an inferno & exploded as she came for the first time was back, building back to that point. Growing, intensifying the more they moved in unison. They started on the floor together with Atsuko lifting her own up a bit higher, but now Penny too lifted her lower half off the wood. Their drenched slits violently clashed & thrusted together with two thin layers of underwear keeping them from full contact. This did little to hinder the experience however. The fabric only gave a new sensation as the friction of wet cloth titillated almost every bit of their girlhood.

Their moans & wails of bliss rose up from the porch almost loud enough to draw a crowd if anyone was near enough. The idea never crosses either's mind, nor the fact that they were practically doing it outside, granted on the porch. But with a few other houses with a clear enough view anyone could stroll out & see the two 10 year olds going at it like beasts. The sight of them fucking the others sex was amazing and that says little to the actual feeling of them engaging in the act. Their eyes were tightly shut as their bodies craved more pleasure, more contact, the sweet release that was coming. Penny had just tasted of the wonderful forbidden fruit named the orgasm and wanted only to feel it again with every fiber of her being. But Atsuko hadn't, she had orgasmed before but touching herself countless times paled compared to stimulating her pussy with another, and since the other was Penny her arousal skyrocketed.

Droplets of the girls nectar dripped from them. Their panties were reduced to nothing more than a temporary blockage of their slick. Clear girl cum dripped onto the porch beneath them. Every other thrust of their hips had more of the wasted juices pooling. As their bodies were ready to climax one would think that a glass of water was spilled & more would follow. The end had come and both young girls were at their limit. Drool dripped from their mouths as their tongue hung from the open moth cooing pleasure. Their sexes tightened as the time came and the heat exploded again.

"Atusko!"

"Penny!"

The girls thrust a bit longer as they're hit and wrecked by the simultaneous orgasm. The grinding paying off with them spasming & crying out as the orgasmic sensation ripples through them. Despite the climax taking control from them both the girls continue thrusting mostly out of instinct than the need to continue, and most of that was due to their bodies convulsing involuntarily. The twitching lasted for about half a dozen seconds and then the two collapsed together. Their arms giving out at the same time their asses land in the significant puddle of their sexes nectar. Penny & Atsuko rode out the rest of their orgasm panting & often shaking on their backs.

Soon the two recover enough to lift themselves up off their backs. Looking across at the other fills them with an abundance of childish snickering. With a large grin the girls come closer past their entangled legs and share another kiss together. After they simply stare into the others eyes unable to bring themselves to do much else but relish the passing calm of satisfaction that came after such a vivid ordeal.

"That was... amazing, perfect. Amazingly perfect."

"Or perfectly amazing."

Atsuko brings her hand brushing Penny's plump cheek with her thumb.

"You are so beautiful. Especially when you're cumming."

"...I didn't think you felt that way."

"What way? I'm simply stating the obvious."

"So you don't, you know. Like me."

"Of course I do. But I don't have to like you to know you are truly beautiful and one of a kind Penny."

Such a compliment actually makes the young girl blush and turn her head away. Atsuko brings her gaze back and kisses her.

"Don't be embarrassed. When we first met I knew you were special. And then I was blessed to get to know you, and I found myself falling as you would say. Head over heels."

She lets out another laugh and smiles.

"That's good."

"I hadn't expected to feel this way and yet I wouldn't change a thing."

"Me either Atsuko."

"So you feel the same?"

"Honestly, yes. I haven't really thought of... anything like this. I mean, there were a few boys I thought were cute... even a few girls but, I seemed to focus..."

"On helping your uncle."

"Yeah."

"And preventing Dr. Claw and MAD from doing harm."

"I try. And we have been pretty successful. I guess I get caught up in doing that, that I..."

"I understand. I was the same. But I was able to learn that I should have some fun, the kind that didn't come from helping my uncle."

"Fun, like we just had?"

"Yes. I figured out about touching myself over a year ago."

Atusko continues on while slowly bringing her fingers to Penny's wet panties. The girl lets out a gentle moan still enjoying the fleeting orgasm before it's truly gone.

"It was incredible... the first time. I could never forget the feeling. I couldn't stop myself. So many times I would touch myself before I slept. After I woke up. When I bathed. Even when I studied."

Penny lets out a deeper moan when Atsuko removes her hands from her panties and instead slips her hand under them & she feels her fingertips circling her lips & her clit.

"It was incredible to do. Sometimes I would even hump my pillow, or the edge of the table or sink. And when I first had an orgasm. Like you had. I could never have thought I'd experience anything so unimaginable. It felt as if I were flying. Being pulled up into the sky and towards the earth all at once."

Penny grips Atsuko's back, digging her small nails into her sweaty back as the creeping orgasm builds back and she's unwilling to stop it.

"And of course, after the first. There was a second. And a third. Soon I was masturbating and experiencing a wonderful orgasm almost every day, sometimes twice a day. Or even thrice. Like you."

Penny peaks and screams as she has another orgasm, her third. Before her cries get far Atsuko kisses the girl muffling her shrieks with a lustful tongue while she continues to rub Penny's slit. She quivers against Atsuko's chest who holds her close geting off herself to the sounds she makes, the trembling of her form, & the wetness escaping her hot sex again.

"...I felt my mind clear of any blockage. If I were stumped I could think clearly again. It made me better.

This orgasm lasted even longer than the others and felt even better with the girl's words feeding her. Atsuko pulls her hand out and stares at the gooey ropes simultaneously connecting her fingers and dripping from them. Penny was absolutely soaking with girl cum and that was evident from her digits. Penny with a glazed look over her face accepted Atsuko's fingers without any verbal cue. She sucked her juices off her fingers and fell in love with her own flavor. The dark haired girl too was infatuated by it and many other things about the American and slipped her fingers free so she could enjoy the taste of Penny's cum and her tongue. The two moved back until Penny was on her back and Atsuko was where she wanted to be with their legs still crossed and ready for her to start scissoring their cunnies together again.

"I wonder how you will think afterward... Shall we try for four Penny-san?"

"Yes. Yes please... Ahhhh!"

Penny wrapped her arms around Atsuko as the girl began to fuck Penny's pussy with her own. The girl fell in love with one another between the orgasms & kisses. Penny was hooked on reaching an orgasm and when the next would follow as Atsuko had been. Through her one-sided grinding she made them both climax again and throb together as they came at the same time. Penny had orgasmed four times now to Atsuko. And with youthful vigor and an increasing sexual appetite she would cum a total of seven times that night before finally collapsing with exhaustion. She was rubbed, fondled, & licked to more orgasms in those few hours than she'd ever had in her 10 years alive and more than she thought she ever would. Her mind was now split on her work but now Atsuko & the orgasms she brought took a slice of her life and she was more than happy to relinquish that piece.

At the end they were covered in sweat and radiated enough heat to power a chunk of Tokyo but Atsuko & Penny fell asleep cuddling in each other's arms under the cool night air and glow of the crescent moon regardless. Atsuko's uncle didn't return that night instead sleeping at the precinct which was perfect because neither would have been able to get up let alone get dressed if he returned.

A few hours later Atsuko woke up from her sex induced slumber. She had more experience with orgasms so was quicker to recover. Laying in her arms as she rose was Penny sleeping peacefully with a small grin on her face. A part of her hoped she was dreaming of her or of what they had done. Whatever she was dreaming of it kept her under so Atsuko could unravel her arms & legs from her friend and sneak away. She came back a little later & draped Penny's half naked body in a blanket before going back inside. What she had told Penny was true. After she came she could think clearer, sometimes she'd even have a spur of genius that came. Her orgasms were a muse that she loved to incur. This time she had a new idea unlike any other she had before and she had to act quickly in case she started to forget it in her half awake state or worse she'd be too turned on by her sexual driven concept that she'd start touching herself and not finish it in time.

Hours later the sun was rising high about the city. The glowing orb shined in Penny's face nudging the girl out of her thin slumber. Her friend was there as her eyes opened and further awoke the blonde cutie with a kiss. Even drowsy she picks up on it & kisses back.

"Goodmorning Penny."

"Goodmorning Atsuko. You got up early."

Atsuko smiles and chuckles.

"Actually, you have slept in. It's almost 10 o'clock."

"Really?"

"I am afraid so."

"Oh no. I'm sorry Atsuko. We were supposed to explore more of Japan today."

"It is okay Penny. In fact. Watching you sleep so peacefully, I thought instead we could spend the day inside. I can show you more of the city tomorrow."

"Are you sure?"

"I am. I would rather show you something else."

"What?"

Atsuko leans in kissing her again. Penny lifts a hand to the side of her head purring when her friends lips part from hers & make their way down her neck.

"I want to show you such beautiful things. More than last night."

"Oh."

"Will you accept?"

"I will. I accept. But..."

"Yes."

"Can we go inside... I'm still naked. I'd like to put on some clothes."

"No."

"No?"

"We can go inside. We put on enough of a show the other day. But I want you naked all for today."

Penny stays strong before Atsuko's skilled lips and tongue but once she gets her hands involved and begins sucking on her nipple while teasing her slit she drops to her back at her mercy.

"We will eat, then I will show you more. Then we bathe, so I can show you even more. A rest if we need. Then even more. Lunch. And then I will show you everything that I know. By then it should be dinner. Another bath to wash away the day. Then we'll eat..."

Penny loses her when she makes her way to her pussy and licks her open. She almost grabs her head and forces her back to her sex when she lifts her tongue from her.

"And then I shall fuck you alseep once more."

Penny looks between her trembling legs experiencing a miniature orgasm from Atsuko's words.

"Do it."

Atsko giggles and returns to the blonde's bald sex. Penny tries her best to keep her voice down but knows it's mostly a fruitless endeavor as Atsuko is too good and she breaks down screaming her name as she quickly rises and falls to her orgasm.

After waking to such a treat, Atsuko treated Penny to a different kind of treat with breakfast. The two ate with little words towards the beginning. Still coming down from her orgasm Penny was floating on her cloud of bliss while Atsuko watched her naked lover in all of her distorted glory. Penny's hair was a tangled mess. She had no idea at some point while she & Atsuko lost themselves on the porch her pigtails had unravelled and come loose. Her blonde lockes curled into a messy hive of static and both dried and fresh sweat. Her body looked flushed, drenched in layers of newly added and previous sheens of sweat & sexual juices. Atsuko a bit more groomed but no worse for wear stewed in the satisfaction of knowing she's the reason the girl opposite to her looked so unruly. And before they would take a bath as she suggested she would try to make her look even worse until she could practically see her name branded on her.

By the end of the meal Penny was eager to "see" more of what Atsuko offered. If she were a feral beast she would have leaped over the small table and took her there and some of the most naughty part of Penny which before everything she wouldn't have known she had wanted that to be the case. She would have given no resistance. She would have gotten off to giving her body to the girl. Instead they moved to the living room. The sliding door to the porch was still open, they both wanted it that way. And as Atsuko started on her, Penny's head went back and she stared off at the upside down city while her pussy was licked, sucked, & fingered. Her eyes rolled into the back of her head and she ended up cumming soon. She ended up cumming several times before they moved to the bathroom. Atsuko spent the hour primarily taking care of Penny. She was a bit curious that she hadn't let her return some of the pleasure though she was too occupied screaming and moaning out in heaven to speak up about it. She would just have to settle for making it up to her over her visit.

After another mind shattering hour Penny made her way on unstable legs to the bathroom. If not for her friend she would have fallen over countless times. And so she allowed the dark haired girl to wash her. She remained mostly professional. But when Penny began to purr when she washed her chest neither could deny their urges for long and Atsuko began to help clean her with her tongue and a finger in her pussy for good measure. Here Atsuko let Penny get a bit of cleaning done on her. She washed her back and finished with a few kisses running down her spine. Then came her front and if she took so much love from her before now was the time she could repay her. Though she only got away with finishing her once. Atsuko with her back to the tiles of the bath spread her legs. Penny was eager, borderline driven to making her cum. She snatched her legs up and held the Japanese girl's sex to her mouth. She didn't fight, Penny was showing a new side to her and she dared not tempt her. She cried out as Penny's wild lust brought her to her first orgasm of the day. It was incredible holding out this long. Before now her sex was dripping gooey lines down her thighs pleasing her for so long, but she wanted her release to come later.

That's when they moved out of the bathroom & went to her room. Atsuko had something she wanted to show Penny, the reason she spent all day so far focusing on Penny. It was what she'd been working on after waking up early. Penny watched from the bed with curiosity as she went to her workbench to retrieve it. The shock on her face when she saw her unveil a phallus to her.

"What is it?"

"One of my greatest experiments so far."

"It looks like a..."

"Yes. A male penis. It is a strap-on of sorts. Like a normal one, but far more sophisticated if I must say."

"Why did you make it?"

"Because..."

Atsuko joins her sitting by her side on the bed.

"I... I feel."

"What is it?"

"...I feel like I love you Penny."

She kisses her and Penny responds by kissing her back.

"And... after last night, after you accepted me. And this morning, it seemed to make these feelings stronger."

"Shhhh."

Atsuko is a bit shocked by Penny hushing her and then being the one to initiate the next kiss through her sweet giggling.

"I love you too Atsuko."

"I love you Penny. And, I was hoping you would take my virginity."

"...I would be nothing but honored to do that."

The girl is overjoyed to the point that she can't speak, so it's good Penny doesn't want her to and they start to make out on the bed for a while. When Penny leans into her to take the top position her hand falls on Atsuko's and the strap-on in hand and she remembers how this started.

"Whoa."

"What."

"It feels so real."

"Thank you."

Atsuko offers it to Penny and she takes it. The faux cock flops in the exchange and with a longer touch she can see the full extent of Atsuko's genius.

"...It feels like real skin."

"I am not as good as you with technology and gadgets. But I am very good at biotech. I had the idea thanks to you."

"Seriously?"

"Yeah. I was inspired by you. I wanted you to take my virginity and this came to mind. I made it out of a polymorph silicon and... a few things that are not important. We can discuss those details another time."

"So you want me to wear it?"

"It functions as any normal one would. But this one is different. It truly feels real. The skin. The veins that run along it. The scent. The taste. Even how it functions."

"Wait. You mean it can."

"Yes. I embedded a mechanic that allows for ejaculation, of sorts. It will cont create semen, but it will slowly release an aphrodisiac that increases blood flow & the bodily responses to arousal. They will increase the pleasure for the both of us, and when you climax, it will. Your finish with be a more potent strain of it that will increase my orgasm."

"That's amazing. And you made this while I was asleep."

"I work well after such a great experience."

"Then I guess you'll find a way to end world hunger then after today."

"I'm sure you could help me as well. Before you invent something or are struggling, try to release."

"I will. And I'll think of you when I do it."

"As I you Penny-san."

They go back to making out for a little but soon they're turned on enough that they want to give Atsuko's invention its first test run. She is the first off the bed wanting to get a jump on the faux organ she's been presented with. At one end of the cock, she recognizes, but then there's the other end. The cock bends at an "L" angle into a small probe that looked enough like a featureless phallus. Just barely two inches in length if not a bit smaller, too small for any real penetration but it was evident it was meant to go inside her. The rest of the cock stretched to a meaty 6 inches. Penny wondered if Atsuko would really be able to take something so big in her sex. She'd been fingered by her and it was beyond belief even if she was lashing her clitoris with her tongue at the time, and her fingers weren't six inches or as thick.

Simply holding the cock in her hand with thoughts of what it was meant for circling in her mind Penny was too distracted to where Atsuko has to get her attention. The girls have a laugh over the fact and Atsuko shows Penny how they'll use it. Penny follows each step of her instructions. She slides the back end of the cock into her sex, being spread open makes her coo out in pleasure and it responds with a bit of vibration shooting up her virgin walls. Atsuko is waterlogged at the sight of Penny seemingly fucking herself with the end. She then fastens the straps and secures it. Then the dark haired girl looks on at Penny staring at her with nothing but sexual thoughts and perversion while her thick cock throbs in anticipation.

She takes her place on her knees before her and grabs onto the shaft. The movement adjusts the part in Penny & as she gets off to the cocklette strap-on further vibrates in responce. It's there she realizes when her walls clench around it, she'll receive a bit of stimulus. It could only get better the more aroused she is. And she's only getting hotter under the collar watching Atsuko's open maw descending on the tip of the cock.

Penny lets out a moan through her pinched lips almost as if she can feel Atsuko beginning to suck her dick. The vibrations pick up and perhaps that's why. Her hands immediately go to Atsuko's head, snatching fistfuls of her black hair and thrusts pushing more of the cock into her mouth to receive more of the titillation she knows is coming. Two inches quickly become four and they're forced into the girls mouth hard every second. Atsuko is enjoying giving her first blow job. The cock in her mouth is the closest to the genuine article without having a real dick between her lips.

She truly was a genius. Closing her eyes and letting Penny do most of the work, she begins to fall for the thought that she's sucking on a man. The only think keeping her mind from truly believing that are Penny's coos above as well as her hands pushing & pulling her along the length of her secondary sex. She gradually fell in love with the taste of the length in her mouth. She outdid herself with this and now all she could think of was she was going to be the benefactor of it. First would make her lover climax and then she would be ready to take the shaft in her mouth. She hadn't even needed to touch herself and yet her sex was waterlogged, her girl-cum dripping into puddles from her naked sex & down her legs.

Being at the mercy of the cock dictating her actions, Penny is lost in the sensation of Atsuko's invention. The vibrations of the strap-on sends the blonde into a spiral of pleasure. She's thrusting all six inches into Atsuko's mouth and now down a portion of her throat. The semi erect shaft pulsates in the wet warmth of Atsuko and in a spontaneous flash it's over. The faux dick throbs in her throat spewing thick and creamy ropes of the artificial splooge is released directly down her throat. The taste is a mix of metallic salty flavor and bitter-sweetness along with a hint of the convincingly authentic musk emitted from the spit laced cock. And the taste of it combined with the gushing cum still pumping down her throat she has an orgasm similar to the girl above. The end of the dick inside of Penny is at its peak as well as Penny is. Her walls tighten around the curve vibrating her sex to a powerful orgasm that travels up her arching back.

The America girl screams out at the top of her lungs in response. Atsuko has her tight ass in hand, trying to force more of the cock down her throat despite her nose & chin pressed hard against Penny's flesh. She's drinking down the fake semen with more gusto than before. She's the primary thing keeping Penny up on her trembling legs.

"Aghhh... Ah, aah... Atsuko."

Penny opens her eyes seeing her friend for the first time in minutes. The image of her bobbing her head on the dick stretching out from between her legs adds to her arousal. She hadn't noticed her own sex was dripping tons of her own cum out. The puddle of clear juices between her legs was almost as big as Atsuko's. And the vibrations only continued thankfully to a lesser degree. Atsuko's diligent sucking though is ramping up the vibrations. She has to pull the dark haired girl off her cock and she too is snapped out of the trance of euphoria. The dick isn't quite done yet, endlessly firing off weak strands of white cum over Atsuko's hot tongue. The sticky goop pours from her mouth with long strands of spit. Penny is about to respond but the other girl springs to her feet anxious to share the carnal blend.

Both girls descend into an impassioned make out session. A drawn out string of slurps and splats echo through the room and into the hall due to the girls kissing. Strands of their previous actions dangle almost a floor before they drop off from their mouths and chins all over their flat bodies.

"Penny-san, put it inside me... do me right now Penny-san."

Atsuko pulls Penny closer towards the bed ready to lose her virginity. Penny is led by her lover and the cock slapping left and right against her legs, Penny sinks into her embrace.

"Put it in... please put it in."

Atsuko falls onto her bed on her back. Her legs follow in a fluid motion flying up and spreading out wide. Her pink pussy lips part open showing off her steamy glistening sex. As aroused as she has been for so long her tiny virgin hole has opened up to about the size of a small coin. And with so much more of her juices flow out of her starving hole she was dying to be split open. Penny hangs over Atsuko with a similar mind numbing need to penetrate her friend. She grabbed the base of her cock and lined up the bulbous crown to that hole. She leaned in with her weight and there was a wet low pop as she entered her. Atsuko screamed out unlike Penny never heard.

The first inch of the cock slips so easily between her folds and Atsuko's eyes roll up. Even with her small frame, all of the lubricant the Japanese girl's cunny creates is the perfect slide for the cock to travel. Having her hymen torn and the more of the dick pressing deep and deeper, Atsuko is in total ecstasy now. Penny watches her face brighten and the cock plunging into her sopping depths. Inch by inch until their bodies meet & Atsuko's deflowered sex is filled up to and beyond her cervix. The crown of her cock has breached her deepest place. The penetration alone makes Atsuko orgasm. Her meek frame spasming under her.

Penny lets out her own moan as the cock sends some of that orgasmic pleasure flooding her way. She tenses up riding out the crippling vibrations. The profuse discharge from the cock reminds her of one of the secondary effects of the strap-on and with the aphrodisiac seeping from it and being soaked up by her still virgin cunny all she can think of now is feeling it again. She wants the vibrations to continue, to increase until she's screaming for it to stop, and to see Atsuko taking her cock.

Atsuko already has her hands at Penny's hips, clenching her slender body while coming down from her orgasm. That calm is brief though as Penny quickly begins exiting and entering her pussy. Her voice hitches and Penny melts hearing her lustful song. The harder she thrusts the louder she gets, the faster, the deeper, all prove to be what brings more from her. Penny wants to hear her more, to hear her louder, to hear her name bellowing from her lips. She wraps her arms around her body and gives her what she's wanted and begged for. Penny thrusts her hips and fucks Atsuko with everything she has. The two girls gyrate their bodies together guiding each other to the inevitable conclusion.

Their hot and sweaty romp is short. Penny pounds into her holding nothing back while giving & receiving such incredible pleasure. The missionary position is perfect for her to see Atsuko's face react as her young pussy is filled to the brink and the sexual nirvana reaches new levels. She kisses her deeply but only for a moment. The sounds the girl makes is too great to not want to hear especially as she reaches another orgasm. Atsuko's grip tightens and her legs coil around Penny's waist locking at her ankles. Her mouth agape howls out as the cock penetrating her finally breaks her past the build up. With a body shivering jolt firing up her spine & rippling through the rest of her Atsuko cries out her orgasm. Penny pauses her thrusts still twitching as the strap-on tingles her pink sex to no end.

Watching her body pulse and dance on the end of her cock adds to the pleasure in her dripping heat and Penny clenches her fists as she feels a miniature orgasm hit her small being. In comparison it's nothing to what her lover feels but the ecstasy it fills her with is unreal and only makes her want more. Atsuko looks up to her blonde goddess. Cupping her clammy palm to her cheek she smiles. She draws in closer and their lips meet. Atsuko then whispered one word into her ear.

"...Again."

Penny with a newfound strength lifts her up. Atsuko stays attached to her, her arms and legs snaked around her. Penny takes the position on the bed, sitting at the edge. The springy mattress causes the two to bounce, Atsuko rising & falling onto Penny's cock and sings out. WHile she's up Atsuko showers Penny's lips & upper torso with a flurry of wet and passionate pecks to show her gratitude for making this far better than she imagined. But as her erotic needs bubble back to the surface she pushes her down onto her back. This time she wants to be in charge and is prepared to give her an even better show.

After she continues her kisses back up to Penny's mouth leaving her erect puffy nipples coated in her saliva she looks down. Her pussy is a wet mess dripping her girlcum all over Penny's engorged half erect length and around her own shimmering folds. She grasps the cock in her hand and brings the tip to her gaping hole. Most of her insides have begun returning to its tight state but there's a lingering emptiness after being fucked by a nice cock. She puts her weight on it and with another pop she's filling that empty feeling.

With Atsuko on top Penny can simply watch the Japanese girl pleasure herself on the strap-on while she also benefits from it's vibrations. She can also get a much better look at her perfect flat features. One of the exceptions other than her blossoming breasts is the bulge in her stomach. She hadn't been able to really get a glimpse of it being so close on top. But now she can see as Atsuko spears her sex on the fake dick a knot visible on her stomach rises and falls as the cock stretches her 10 year old pussy out. Though Penny doesn't just want to watch and grabs a hold of her hips, aiding in fucking Atsuko with her girlcock.

Atsuko bounces off of Penny's pistoning hips. She screams out as another orgasm rushes to a head quickly. She lasted a bit longer. Having a thick cock slamming through her walls and into her cervix is too much for her not to go mad with ecstasy. Locking up again her back curves and she climaxes all over Penny's fake member. The pleasure she felt activated the strap-on further and sent Penny as well into a frenzy of sexual volts coursing through her veins.

She began her own near simultaneous orgasm and her faux cock responded immediately. The other feature Atsuko added kicks in again with a vengeance. As Penny's cunny squeezed and came over her end of the phallus it exploded a load into Atsuko. Almost twice as much as the previous time was released after so long being built up. Her raw and tired sex was filled with shot after shot of fake hot white cum. Since she'd swallows a good portion the first time and her stomach had slightly and almost unnoticeable expanded, as her young pussy was pumped full of more, her once flat gut ballooned a bit more. By the time the artificial cum had stopped flowing into her, Atsuko looked as if she had swallow a small basketball. Penny sits up kissing at her shivering body until she's responsive once more. Through rapid breaths she lifted her sweat drenched head to Penny's and kissed her.

"...I love you ...Penny-san"

"I love you too, Atsuko.

Atsuko took the window of opportunity between getting fucked like crazy to rest. They kissed and rubbed one another until their breathing had calmed to just above their natural pattern. The kisses began to fall lower down the other's neck. Atsuko almost gasped as she saw her own belly poking out almost twice as big as it was before they started.

"I think your toy worked a bit too well."

They laugh a bit and Penny kisses her on her cheek.

"It looks like you got me pregnant Penny."

"Don't tell me you..."

"No. I am smart, but not that smart. Nor that dumb. But it was very authentic to a degree."

Atsuko holds herself up with Penny's shoulders and lifts up. The cock seems fairly longer as she pulls out slowly and with a loud distinguished pop it leaves her but she feels far from empty. The fake cum pours out of her over the cock, Penny, & her bed, covering the floor in a pool as it leaves her.

"There."

"That'll make quite the mess."

"I shall clean it later. Before my uncle returns."

"When will he..."

Atsuko presses a finger to her lips.

"We have the rest of the day. Several hours to have more fun before then."

"So what now?"

"I told you. We stick to the schedule."

The two continue on long after then, swapping back and forth from Atsuko eating out Penny's wet slit if she's not fucking the life out of her with her fingers. And Penny spreads Atsuko to the point of gaping wide open after rounds of plowing her deflowered field. By the end of their sex filled day she could almost see clear to her cervix, her walls were coated in thin layers of fake semen, her stomach had expanded several time to occomidate the loads that now pooled several places around the loft. It took nearly an hour to perfectly clean up after a long sex filled day. They spent the next half hour bathing again to simply wash away the sweat, girlcum, fake semen, & pungent stench from their pores. The girls fell asleep knowing they'd have several more days like this even if a bit more restrained so neither would end up in the hospital and have to explain what they were doing.

Penny's vacation came and went in no time. Both were sad to see the other going but Penny promised to visit again when she had the chance. And Atsuko also promised to visit her. The night before she left, Atsuko made sure to give Penny everything she had so they could remember her last night. But they both would remember and think back on her whole visit with fondness days later. With their very first time together being one of the memories they couldn't forget no matter how hard they tried to momentarily push the thought of their heads.

Days Later

Atsuko finds herself awake in her bed late at night. Another wet dream of Penny had her awaken in the middle of having an orgasm. She rolled onto her side riding it out unable to move. She clenched and bit into her pillow to muffle her carnal scream. When it passed she got up with soggy panties and sweat dripping from her brow and through her night shirt. She needed something to drink. If she continued to lose water like this she'd dry up. She drank two glasses and went to the bathroom where she relieved her bladder and dried off. Back in her room she fetched a new pair of panties she could put on and she didn't put them on right away. She'd imagined Penny taking her virginity about half to a baker's dozen of times a day. She may have climaxed in her sleep but she was up now and she was thinking.

Atsuko bent over remembering getting pounded open in her bed and slid her wet panties off. A thick strand of girl cum hung from her sex to her underwear for an instant. She touched her slit and pulled her gooey finger to her mouth. Her once virgin sex was insatiable and has only gotten worse since Penny was inside of her. She may have been clouded with images and vivid flashbacks of what they did, but the only thing she actually thought of more was what she wanted to do to Penny. She'd given her virginity to her, but she didn't take Penny's even when she asked her to. She didn't want to, not with a prototype. She wanted to take her lover's virginity with nothing short of perfection. She didn't just want to deflower her, she wanted to be able to feel as she became a woman or at least sexually.

There she realised what might help put her mind at ease. She stepped out of her panties and lifted them to her nose. The tip pressed into the damp cloth and when he took a deep whiff and pulled them away another gooey rope hung from them. Atsuko dropped the new panties on her bed and turned around. She buried her face in the girlcum stained underwear & began touching herself. Slow at first but that quickly became her jetting two then three fingers into her wet pussy imagining it was Penny entering her from behind again. Atsuko bit down into the panties sucking her own juices and cum from them and swallowed her mess. She felt her inspiration already coming to her as she neared a new orgasm. Buried up to her knuckles she left her three fingers in her hot cunny as her hips bucked and legs shivered from her orgasm. She'd once again came but now she was imagining how she could take Penny's virginity and a million ideas flooded her brain in a wave of euphoria. When her mind finally came to a conclusion, she knew she would work on her new invention as much as she could so it'd be ready for when she saw Penny again.

Two Weeks Later

Penny & Atsuko stayed in contact over the time they were apart. With their combined ingenuity they were able to come up with a pair of phones so they could communicate with each other no matter where in the world they were which helped. The two even used them for a bit of extracurricular chatting. They wer new to the concept of phone sex but they caught on quick and were able to do so occasioanlly. Then the time came and Atsuko was on her way to America for the genetics expo. They'd had one of their special late night calls three days prior so they were eager to meet in person and really have a release like they had when she visited Japan.

Penny went out to meet Atsuko at the airport. When her plane touched down Penny was at the front of the crowd waiting to greet relatives and loved ones. They hadn't seen each other in almost a month. And while phone calls and even video chats were nice it was nothing compared to when they met in each other's arms. Their genuine friendship and the fear of consequence was really the only thing that kept them from stripping and having sex on the airport floor. But then again that's what the bathroom was for.

After rushing into one of the stalls. Penny pulled Atsuko's panties to the side and buried her face in Atsuko's pussy and devoured her. She leaked down the sides of her mouth and came to her skilled tongue. Atsuko wasn't coming empty handed either and quickly bent Penny over against the stall wall. Atsuko pulls her pants down to her knees and kisses each of her pale cheeks. Penny scrathes the white walls as Atsuko slides two inches of her tongue between her folds and into her sex. It didn't take much for her to cum either, she was more turned on than Atsuko was in anticipation. She shivered and melted onto Atsuko's lap.

"I missed you so much."

"I missed you too Penny-san."

"Can we go again? That was too fast."

"Later. I want to hear you scream my name."

"...Then let's go to my house. We don't have to leave until twelve."

"Why do you think I got the earliest flight I could."

Penny's smile grew and they kissed.

"I want your virginity Penny-san. I want to fuck you, the way you fucked me."

"Did you bring the strap-on?"

"I took care of that. Let's go."

"Okay."

They stood up and tried to fix their clothes before casually stepping out of the bathroom. The taxi ride back to Penny's house seemed to drag on forever. The girls looking at each other from the corner of their eyes trying hard not to touch themselves or fall into an impassioned make out session in the back seat. Upon arriving at her house the girls sped inside. By the time the door closed their lips were locked together. Atsuko lead Penny's back up against a wall and felt herself unleash her pent up sexuality. Her fingers combed through her hair and she thrusted her hips into Penny. Her legs spread open she took Atsuko's thrusts with a few of her own, the same she gave her before.

"Whoa. You're really aroused."

"I have been waiting to do this."

"You wanted to take my virginity right."

"Yes."

"But we have to leave soon. We can't make a mess like we did before. We'll have to clean that up then clean ourselves."

"We have an hour."

"More or less."

"And where is your uncle."

"With Brain. They were looking into a crime the chief wanted some answers to."

"Then for forty minutes, I shall take you here, in your room, on the floor, against the wall..."

Penny kissed her, wanting her to do all of those things and more.

"Do it Atsuko. Fuck me. Take my virginity. I want to feel you inside me so bad. I thought you didn't before because you didn't when I asked."

"I do. I want nothing more now... And when we return, I shall take you again, and again, and again. I shall take you until I have to return to my uncle."

"Where will you take me first?"

"First I want to touch you and taste you again. Without having to remain quiet. I want to hear you Penny-san."

Atsuko slips her hand under Penny's pants. The blonde girl lets out a moan and Atsuko descends to her neck feeling her shake as her acrobatic digits spread and fuck her cunny. Her throbbing clit aches as Atsuko easily brings her to an orgasm. A second one follows right after Penny not even knowing it'd come so fast but Atsuko is indeed too good for it not to happen.

"How was that for a start?"

"I love it."

"Good. There's more."

Atsuko pulls her hands free and shoves her fingers into Penny's mouth followed by her tongue. The girls taste of Penny's sweet slick and they work together in stripping Penny. The young girl stands there half-naked and dripping from her pussy.

"But first..."

Penny looks as Atsuko lifts her green plaid skirt. Beneath are her wet panties covering her slit already dripping down her thighs.

I want to feel how you touch yourself."

Penny nods. She moves behind Atsuko and wraps her hands around her. She closes her eyes and lets her imagination run wild now. Penny's hands move over her features. One hand snaking past her asque skirt and under her panties.

"Mmmmm. You're so wet Atsuko."

"I can't help it, you make me so."

"You're the one who turned me into this."

The other slides under her shirt and up to Atsuko's chest. She fondles her erect nipples through her training bra. Penny is actually surprised it took her so long to realise that Atsuko was dressed as a school girl. She'd been so preoccupied with the rest of her and expectedly so she didn't notice what she was wearing. All she wanted was to see her lover naked and about to take her pussy as her own. But she was happy now fingering Atsuko to give her a glimpse of how she plays with herself. Two fingers curl over Atsuko's clit and pass through her entrance.

"Ahhh! ...Yes, yes Penny-san!"

It's not what she'd do when she masturbated but more to a lack of being able to, but Penny can't help but lick up the sides of Atsuko's neck to add to the pleasure. Atsuko purrs at the addition and grinds her slit on Penny's hand. She knows she wants more and gives her more but at her own pace. She nibbles at her earlobe and Atsuko can't stand not getting off in rapid succession. She'd forced to play a longer game and dance to Penny's tune.

"More... more... more Penny-san!"

However the younger of the girls doesn't disappoint her bringing the dark haired girl to a chilling orgasm that almost drops her to her knees. She wilts in her arms feeling her cum dripping out of her.

"How was that Atsuko-san?"

Atsuko answers with a kiss. Her hand reaches up and grabs the back of Penny's head and brings her into an upside down kiss.

"I want you now."

Penny helps her up right and Atsuko pulls her into her one more time.

"Where's the strap-on?"

"I didn't bring it. I have something even better."

"What?"

"My big brain."

"Oh. And what does that mean."

"A bit of mad science and my bio-tech skills."

Atsuko lifts her skirt again showing off her panties. Penny responds by grabbing them and pulling them down. Any other time she would have grabbed a handful of her hair and enjoyed nothing more than having her pussy being tongued down by the little blonde angel. But now she wanted something else even more. Rubbing her middle and ring at the sides of her clit Atsuko worked her sensitive pearl. When she felt her clit begin throbbing she pinched it and she blossomed growing longer and longer. Penny watched in awe as a cock began to dangle out in front of her face.

"...Atsuko ...What did you?"

"Like I said. A bit of mad science and biotech. I had an idea. Better than just the thing I made the last time. This one is practically a part of me. I can feel with it."

As Atsuko pulls Penny's face closer to it her cock throbs and starts growing larger. Penny can smell a muck fairly similar to what she smelled from the strap-on only much more potent. Every time she inhaled her lungs filled with her overwhelming scent.

"And I want to feel it in your mouth."

Penny having no words opens her mouth and sticks her tongue out. Atsukoe doesn't hesitate to press the head of her new cock against her pink wetness. She lets out a moan feeling practically every one of her taste buds moving across her foreskin. Her lips wrap around her shaft and she sinks lower on her length.

"Penny-san..."

Atsuko pushes her hips to match Penny's bobbing head. Having her dick sucked for the first time quickly takes over her. Penny's mouth feels too good for her to continue on gradually as she'd like. Spends just a little in her mouth and Atsuko is pounding her dripping mouth open. Her semi erection now a fully hard rock hard 8 inches stretch open her mouth and throat was throbbing in anticipation of releasing. Atsuko was so close she could feel her thumping heartbeat everywhere. She hunched over Penny and pulled the girl as far down on her cock as she could. Her face pressed against her body, Atsuko lets out a sharp squeal and her dick lets off repeated loads of cum. Penny, having little choice, kept hers head leveled as she went nearly half a minute without air as more and more hot spunk filled her throat and went to her stomach. When Atsuko's orgasm wavered she pulled her cock back half way leaving it in her mouth.

Penny was relieved until she realised she had even more cum to give and her mouth expanded until her cheeks inflated. She muffled out a scream as the taste & scent of Atsuko's fake semen was the only thing she could taste. She swallows thick gulps of it stretching her worn out throat each time. Thankfully Atsuko emptied most of her load down her throat and after swallowing what she left in her mouth she was done. Her viscous jizz lingered, coating the interior of her mouth. With a deep inhale she took her earned breath. She reeked of Atsuko's cum and she liked it. Without having tasted or smelled the genuine article this was as close to semen as she'd ever been and she enjoyed everything about it. The smell, the taste, the consistency of it as she swirled some of the remains into a small pool on her tongue and swallowed.

Atsuko stood over her, cock twitching, still hard and ready to cum again. The girl was winded. Taken aback by how amazing it felt to cum from her new body part, Atsuko's slit was gushing her natural cum down her legs which now make it to her feet and the floor. As Penny smiled, Atsuko dropped on top of her, pinning her to the ground. her tongue explored her mouth tasting her own cum and Penny used her tongue to gather anymore and give it to her. With her between her legs she felt Atsuko's dick pulsating against her stomach. She was burning up and so big. Feeling a bit intimidated by her size she took some extra time to watch Atsuko's face as they kissed. She wanted to see her lover's expression when she penetrated her virgin sex with her cock.

She was surprised when Atsuko fell more to the ground and they both ended up on their sides for a second. And without missing her mark Penny had rolled on top of Atsuko without even knowing she had until she felt her hands on the floor. Atsuko ran her hands down Penny's sides until she was at her waist. She guided her down and she felt her dick against her moist folds. She looked down knowing hoe Atsuko wanted her.

As turned on as she was when she got the front row view of her getting pounded wide open she could imagine why she was now about to start doing squats over her. Penny tooke a second to reposition and placed her sex just over Atsuko's crown. The Japanese girl took it in her hand and brushed it between the girls folds making her moan. She could only hold out for a few seconds until she craved having it inside. She sat down and the tip of her dick pressed tightly against her small opening. She moans turned to whimpering as she felt the softer head stretch around and take it in. With a quick sound she'd never forget she was two inches in her deflowered sex and she cried out. The thick cock forced her walls wide open and in her haste she fell spearing herself with all six inches left. Tears filled her eyes and fell from her cheek as the throbbing cock deep inside of her penetrated her cervix and now resting in her womb became a part of her. For a bit all she could feel was an overwhelming pain that drowned out all previous pleasure. The burning pain felt like red hot pins poking every inch of her pussy.

She wanted to cry but felt Atsuko grab her. Her arms softly wrapped around her and then a kiss touched her lips. She opened her eyes and saw Atsuko also crying a little. She kissed back. This and her hug helped numb the pain. She hugged Atsuko back and they stayed still until she could feel her sex past the pain. She would have let Atsuko make the first move but instead that came from her. She moved one of her hands back to the floor and pushed herself up the long length of the cock. Slowly and steadily she freed the rushed six inches. Then she reintroduced them to herself at a pace she could handle. Slowly but surely she grew to enjoy the meaty length and was able to get great pleasure from it. She rocked her body against the cock and unknowingly rocked Atsuko's world. The slow pace drew out her pace and she lasted far longer than she thought she would.

When she was ready to cum again Penny had sped up to a brisk pace. She pinched her breast buds and thrusted her hips the was she had while fucking Atsuko. The dick now spent most of its time deep inside leaving barely an inch or two not engulfed in her heat. Atsuko squeezed onto her hips as tightly as ever and they both knew what was coming next. Penny being so close herself dropped to her hands and knees, slamming her ass down on Atsuko's hips and taking her full length as deep as she can. The explosion of quick paced and forceful thrusts took Atsuko over the edge. Her body shuddered and she started to cum. Her cock pumped another heavy load of semen into Penny who at the same time was coating her cock in her own girlcum as the two orgasmed. The sight of her dicks bulging on Penny's stomach expanding slightly as her semen filled the pretty girl made her pussy so wet and she knew she'd want Penny to take her hole for a spin soon. but for now she wanted to cum from her dick again.

When the girls were ready they got up. With Atsuko's semen squirting out of Penny's pussy she bends over and Atsko's rips her panties off. She takes a hot second to eat Penny's gooey sex out and slurps some of her cum from her pink hole. Then she was back at it standing behind Penny. She took off her already pulled up training bra and dropped it. Her hands grasped at her small almost non-existent breasts and kiss her neck before pushing her back down. Atsuko pulled her opened button-up shirt to the side. WIthout wearing a bra herself she saw her pert nipples showing off her arousal. Her flat stomach was rising and falling with deep breaths of fatigue and excitement. Besides the open shirt ready to be discarded at a moments notice and her sock, the only other clothing she had on was her green skirt & panties. But the latter was gone in a second. She would have pulled down her skirt as well but she liked the idea of the Japanese schoolgirl fucking the blonde pussy in front of her. And so she left it and the shirt.

Her hands clasped at Penny's narrow hip and her erection tented her skirt. She pulled them up a little and freed her covered member. The head of it locked onto Penny's wetness and was welcomed home. All of the moisture she'd been producing and the slick of semen let her slip right back into the taut entrance. Her cock was swallows up by Penny's sex and she screamed out in nothing but pleasure this time as did Atsuko. She brought her hands to her expanding stomach feeling all of Atsuko's remaining load filling her pussy and womb sloshing around inside of her.

Her cock was there too, swimming in a torrent of cum hitting her deeply and knew she would until they'd both cum more time than they could count. She knew her stomach would likely get a bit bigger after Atsuko filled her with more cum and she reached back grabbing her arms eager to feel it again. Atsuko in turn grabbed Penny's arms and used them to pull her back into her thrusts and both girls moaned and screamed as they fucked like rabbits for their remaining time limit. Atsuko would get to cum inside of her two more times before they had to hastily get washed up and clean up their creamy mess.

They left the house without mentioning what happened or what would happen. And when they got back they continued on for hours without rest. Atsuko may have been planning on staying for a few days but they planned on making another memory that would last until one of them would come and visit. Or either created a teleportation device so they could see each other every day. Maybe another orgasm would help with that.


End file.
